SEC Form 4 · accession 0001140361-16-046693
Rhino Resource Partners LP · RHNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Charles E Davidson
10% Owner
WEXFORD CAPITAL LP
Director · 10% Owner
Joseph Jacobs
10% Owner
Rhino Energy Holdings LLC
10% Owner
Wexford GP LLC
10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 5:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001490630
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3 | Dec 31, 2015 | J | 2,222,779 | — | D | 3,787,486 | I | See Footnotes |
| Common UnitsF6,F7 | Dec 31, 2015 | J | 6,793 | — | D | 592,838 | I | See Footnote |
| Common Units | holding | — | — | — | 159,216 | D | ||
| Common UnitsF4 | holding | — | — | — | 992,682 | I | See Footnote | |
| Common UnitsF5 | holding | — | — | — | 292,613 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated UnitsF2,F3,F8 | $0.00 | Dec 31, 2015 | J | 3,179,613 | D | — | — | Common Units | 3,179,613 | 5,417,874 | I |
| Subordinated UnitsF7,F8 | $0.00 | Dec 31, 2015 | J | 9,719 | D | — | — | Common Units | 9,719 | 848,046 | I |
| Subordinated UnitsF4,F8 | $0.00 | holding | — | — | — | — | — | Common Units | 1,419,999 | 1,419,999 | I |
| Subordinated UnitsF5,F8 | $0.00 | holding | — | — | — | — | — | Common Units | 418,568 | 418,568 | I |
Explanation of responses
- F1Rhino Energy Holdings LLC ("REH") made an in-kind distribution of 2,222,779 common units and 3,179,613 subordinated units to certain of its investors.
- F2This form is jointly filed by Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs") and Wexford GP LLC ("Wexford GP"). The common units shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford, reflect common units owned of record by REH. Wexford serves as manager for REH and as such may be deemed to share beneficial ownership of the units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (3) below).
- F3(*continued from Footnote (2) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by REH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest.
- F4Davidson, as the sole managing member of CD Holding Company, LLC and the beneficial owner of Polycomp Trust Company Custodian FBO Charles E. Davidson Roth IRA #044746R, received an in-kind distribution of 505,938 common units and 723,731 subordinated units.
- F5Jacobs, individually, and as a member of Jacobs Holdings LLC received an in-kind distribution of 151,647 common units and 216,926 subordinated units.
- F6Rhino Resource Holdings LLC ("RRH") made an in-kind distribution of 6,793 common units and 9,719 subordinated unites to certain of its investors.
- F7RRH holds the common units. Wexford serves as manager for RRH and as such may be deemed to share beneficial ownership of the units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by RRH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest.
- F8The subordinated units will convert into common units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the issuer's Partnership Agreement.